Edgar Filing: Epizyme, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MPM BioVentures IV QP LP

2. Issuer Name and Ticker or Trading Symbol
Epizyme, Inc. [EPZM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT, 200 CLAREDON STREET, 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2013

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2013		C		2,309,998 ⁽¹⁾	A	⁽²⁾	2,488,329	I	See footnote ⁽³⁾
Common Stock	06/05/2013		C		392,156 ⁽⁴⁾	A	⁽²⁾	2,880,485	I	See footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

06/05/2013

6,930,000 ⁽¹⁾

⁽²⁾

Common Stock

2,309,998 ⁽¹⁾

⁽²⁾

See footnote ⁽¹⁾

Series B Preferred Stock

⁽²⁾

06/05/2013

1,176,472 ⁽⁴⁾

⁽²⁾

Common Stock

392,156 ⁽⁴⁾

⁽²⁾

See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BioVentures IV QP LP C/O MPM ASSET MANAGEMENT 200 CLAREDON STREET, 54TH FLOOR BOSTON, MA 02116		X
Scopa James Paul C/O MPM ASSET MANAGEMENT 601 GATEWAY BLVD., SUITE 350 SOUTH SAN FRANCISCO, CA 94080		X
Vander Vort John C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM Asset Management Investors BV4 LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BioVentures IV GmbH & Co. Beteiligungs KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BioVentures IV GP LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BioVentures IV LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BioVentures IV Strategic Fund, L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
Foley Todd C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X

Signatures

By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
/s/ James Scopa		06/06/2013
^**Signature of Reporting Person		Date
/s/ John Vander Vort		06/06/2013
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. KG /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVentures IV LLC /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV Strategic Fund, L.P. /s/ Luke Evnin		06/06/2013
^**Signature of Reporting Person		Date
/s/ Todd Foley		06/06/2013
^**Signature of Reporting Person		Date
/s/ Vaughn Kailian		06/06/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares, on a common stock equivalent basis, were converted as follows: 1,850,799 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 71,303 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 52,628 by MPM Asset Management Investors BV4 LLC ("AM BV4") and 335,268 shares by MPM BioVentures IV Strategic Fund, L.P. ("BV IV SF"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP, BV IV KG and BV IV SF and BV LLC is the manager of AM BV4. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC.
(2)	The Series A Preferred Stock and Series B Preferred Stock converted into the Issuer's common stock on a 1-for-3 basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date.
(3)	The shares are held as follows: 2,016,806 by BV IV QP, 77,698 by BV IV KG, 57,348 by AM BV4 and 336,477 shares by BV IV SF. Each Reporting Person disclaims beneficial of the securities except to the extent of his or its respective pecuniary interest therein.
(4)	The shares, on a common stock equivalent, were converted as follows: 312,152 by BV IV QP, 12,026 by BV IV KG, 8,876 by AM BV4 and 59,102 shares by BV IV SF.
(5)	The shares are held as follows: 2,328,958 by BV IV QP, 89,724 by BV IV KG, 66,224 by AM BV4 and 395,579 shares by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
Remarks: See Form 4 for Luke Evnin for additional members of this joint filing.

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